Aanvulling op het prospectus inzake het vrijwillig en voorwaardelijk openbaar overnamebod in contanten
16 februari, 2021 — 17:45

Disclaimer


VOLUNTARY AND CONDITIONAL TAKEOVER BID IN CASH (THE “TAKEOVER BID”) BY SIHOLD NV (“SIHOLD”) FOR ALL SHARES WHICH ARE NOT ALREADY HELD BY SIHOLD OR BY PERSONS AFFILIATED WITH SIHOLD AND ISSUED BY SIOEN INDUSTRIES NV (“SIOEN INDUSTRIES”)

ACCESS TO THIS AREA OF THE WEBSITE ("MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THE INFORMATION IS NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION (A "RESTRICTED JURISDICTION").

This Microsite contains announcements, documents and other information (together the "Information") published by Sihold and/or Sioen Industries in connection with the Takeover Bid in compliance with the Belgian Takeover Act and the Belgian Takeover Decree (the “Belgian Takeover Laws”).

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of, or any invitation or solicitation of, any offer to purchase or subscribe for any securities pursuant to the Takeover Bid or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Please read this notice carefully – it applies to all persons who view the Microsite to access Information and, depending on who you are and where you live, it may affect your rights.

Overseas persons

The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction, and the availability of such Information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside Belgium, or to agents, nominees, custodians or trustees for such persons, may be affected by the laws of the relevant jurisdictions. If you are not resident in, or a citizen or national of, a Restricted Jurisdiction, you may access the Information contained in this Microsite but you must first inform yourself about and observe any applicable legal requirements of your jurisdiction. If you are not permitted to view any information in relation to the Takeover Bid by virtue of applicable laws or regulatory requirements, please do not enter this Microsite.
If you are not permitted to view the Information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the “decline” button and seek independent advice. Neither Sihold nor any of its advisers, assumes any responsibility for any violation by any person of any of these restrictions.

Notice to US holders of Sioen Industries Shares

The Information does not constitute an offer to acquire or exchange securities in the United States. The Takeover Bid relates to the shares of Belgian company. The Takeover Bid is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Takeover Bid is subject to Belgian disclosure requirements and practices, which differ from the disclosure requirements of US tender offer and proxy solicitation rules.

The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to any offer by a US holder of Sioen Industries shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Sioen Industries shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the offer. Furthermore, the payment and settlement procedure with respect to the offer will comply with the relevant Belgian rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

Any offer will be made in the United States by Sihold and no one else. Neither KBC Securities NV (financial adviser to Sihold), nor any of their respective affiliates, will be making any offer in the United States or in any other jurisdiction.

The Information contained in this Microsite does not constitute an offer of securities for sale in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.

To the extent permitted by applicable law, in accordance with normal Belgian practice and pursuant to Rule 14e-5(b) of the US Securities Exchange Act of 1934, Sihold and its members or their respective nominees, or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Shares other than pursuant to the Takeover Bid such as in open market or privately negotiated purchases outside the United States during the period in which the Takeover Bid remains open for acceptance. In accordance with the requirements of Rule 14e-5(b) such purchases, or arrangements to purchase, must comply with the Belgian Takeover Laws. Any information about such purchases will be, to the extent required, disclosed by way of announcement.

THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Confirmation of understanding and acceptance of this notice

By clicking on “I agree” below, you:

  • confirm that you are permitted to proceed to this Microsite and that you are not (nor do you act on behalf of someone who is) resident in, or a national or citizen of, any jurisdiction that renders the accessing of this Microsite, or any part of this Microsite, illegal;
  • agree that you will not forward, transfer or distribute (by any means, including by electronic transmission) any Information in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
  • you represent and warrant to Sihold that you intend to access this Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
  • you agree to be bound by the terms of the notice set out above and you confirm that you are permitted to proceed to this Microsite.

If you are not able to give these confirmations, you should click on "I DECLINE" below.

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